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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mackay Bart P 6325 S. JONES BLVD. #500 LAS VEGAS, NV 89118 |
X | Member 10% holding group | ||
Roen Ventures LLC 6325 S. JONES BLVD. #500 LAS VEGAS, NV 89118 |
Member 10% holding group | |||
Mai Dun Ltd LLC 6325 S. JONES BLVD. #500 LAS VEGAS, NV 89118 |
Member 10% holding group | |||
Mercia Holdings LLC 6325 S. JONES BLVD. #500 LAS VEGAS, NV 89118 |
Member 10% holding group | |||
Mackay Ventures LLC 6325 S. JONES BLVD. #500 LAS VEGAS, NV 89118 |
Member 10% holding group |
/s/ Bart P. Mackay | 04/11/2016 | |
**Signature of Reporting Person | Date | |
/s/ Bart Mackay, Sole Manager of Roen Ventures LLC | 04/11/2016 | |
**Signature of Reporting Person | Date | |
/s/ Bart Mackay, Sole Manager of Mai Dun Limited, LLC | 04/11/2016 | |
**Signature of Reporting Person | Date | |
/s/ Bart Mackay, Sole Manager of Mercia Holdings LLC | 04/11/2016 | |
**Signature of Reporting Person | Date | |
/s/ Bart Mackay, Manager of Mackay Ventures LLC | 04/11/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On February 28, 2016, Roen Ventures LLC ("Roen Ventures") transferred and assigned 1,600,000 shares of the Issuer's common stock to Far West Industries ("Far West") pursuant to that certain Settlement Agreement, dated September 10, 2015, by and between Roen Ventures and Far West. No cash consideration was paid by Far West for the transfer of the shares. The shares were transferred in consideration of the release of all claims against Roen Ventures by Far West. The closing price per share as quoted on the OTC Bulletin Board on September 10, 2015 was $0.90. |
(2) | No securities of the Issuer are directly owned by Roen Ventures, who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia"), Mackay Ventures LLC ("Mackay Ventures") and Bart Mackay ("Mr. Mackay") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). |
(3) | The securities are directly owned by Mr. Mackay, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mackay Ventures for purposes of Section 13(d) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(4) | The securities are directly owned by Mai Dun, who is a member of a "group" with Roen Ventures, Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to possess shared voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(5) | The securities are directly owned by Mackay Ventures, who is a member of a "group" with Roen Ventures, Mai Dun, Mercia and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(6) | Represents Mackay Ventures' 99% ownership interest in the securities held by each of Mai Dun and Mercia. Mr. Mackay is the sole member and manager of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(7) | Represents Mr. Mackay's ownership interest in the securities held by each of Mai Dun, Mercia and Mackay Ventures. Mackay Ventures, which is solely owned by Mr. Mackay, owns a 99% interest in each of Mai Dun and Mercia, and Mr. Mackay owns the remaining 1% interest in each of Mai Dun and Mercia. Mr. Mackay is deemed to have shared voting and investment control over the securities held by each of Mai Dun, Mercia and Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |